THIS THIRD SUPPLEMENTAL DEED is made this 7th day of August 1998
BETWEEN:-
1. HUNTINGDON LIFE SCIENCES LIMITED, a Company incorporated under the laws
of England and Wales with registered number 1815730 of ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the "Chargor"); and
2. NATIONAL WESTMINSTER BANK Plc of 3rd Floor, Juno Court, ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ as agent and trustee for the Secured Parties (the
"Agent" which expression shall include all successor agents appointed
from time to time).
WHEREAS
(A) By a Facilities Agreement of even date herewith made between the
Chargor (1), Huntingdon Life Sciences Group Plc (the "Parent") (2),
Huntingdon Life Sciences Inc. (3), the Secured Parties (therein called
the "Banks") (4) and the Agent (5) ("the Facilities Agreement"), the
Banks have agreed to make available to the Borrowers (as therein
defined) certain facilities in substitution for the Existing Facilities
(as therein defined);
(B) The Existing Facilities, the Existing Ancillary Facilities and the
Bridging Facility (as defined in the Facilities Agreement) are the only
facilities which immediately prior to the signing of this Deed were
available to the Borrowers from the Banks or any of them (alone or
jointly with any other person);
(C) This Deed is supplemental to a Guarantee and Debenture dated 1st
November 1995 between the parties hereto (as amended and supplemented
by Supplemental Deeds dated 20th January 1998 and 26th February 1998,
together hereinafter referred to as "the Debenture").
NOW THIS DEED WITNESSETH as follows:-
1. (a) In this Deed (including the recitals), unless the context
otherwise requires or unless otherwise defined or provided for
in this Deed, words and expressions shall have the same
meanings as are attributable to them under the Debenture and
the Facilities Agreement; and
(b) Clause 2.1 of the Debenture shall be amended by the insertion
of the words "when and to the extent that they fall due for
payment" after the words "that it will".
2. The right of the Agent to give notice and to take possession and
appoint a Receiver pursuant to Clause 7.1 of the Debenture shall be
exercisable only in accordance with Clause 13.4 of the Facilities
Agreement.
3. The provisions of Clause 7.2 of the Debenture shall, subject to Clause
8 below, have effect only if, following a breach of Clause 12.3(a) of
the Facilities Agreement which constitutes a Default under Clause
13.1(b) thereof or following a Default described in Clause 13.1(f)
thereof, the Agent gives notice pursuant to Clause 13.2 of the
Facilities Agreement and a Receiver or Receivers are appointed over the
whole of the property, assets and undertaking of any of the Borrowers.
4. The Agent may only serve notice and exercise its rights under Clause
10.1 of the Debenture if it has given notice in accordance with Clause
13.2 of the Facilities Agreement.
5. The Agent may only serve notice and exercise its rights under Clause
11.1 of the Debenture after notice has been given in accordance with
Clause 13.2 of the Facilities Agreement OR, in the case of an
application to the Court for an administration order, only in the
circumstances described in Clause 13.1(j) of the Facilities Agreement.
6. Without prejudice to any set-off pursuant to insolvency legislation
and notwithstanding any other provisions of the Debenture or this
Deed, neither the Agent nor the Secured Parties (or any of them)
shall have (i) any right whether under Clause 14 of the Debenture
or otherwise howsoever to combine, consolidate, set off or transfer
(save for a transfer pursuant to Clause 14.2.3 of the Facilities
Agreement) any sums from time to time standing to the credit
of any account of the Chargor with the Agent, transferred from the
Deposit Account and intended to be used for the Chargor's general
working capital requirements, ("a Relevant Account") or (ii) any
rights or remedies over a Relevant Account save for the exercise of the
Agent's rights under the Debenture in accordance with the provisions
of Clause 8 below.
7. The provisions of Clause 23 of the Debenture shall be subject to any
provisions inconsistent therewith in the Facilities Agreement, which
latter provisions shall prevail.
8. Notwithstanding any of the provisions of this Deed or the Debenture:-
(a) none of the rights, powers and remedies granted to the Agent
pursuant to the Debenture shall be exercisable in relation to
the sums from time to time standing to the credit of a
Relevant Account; and
(b) the Chargor shall be entitled at all times to withdraw monies
from a Relevant Account for the Chargor's general working
capital requirements;
unless (i) the Agent has made a demand for payment pursuant to Clause
13.2 of the Facilities Agreement and has appointed a Receiver or
Receivers over the whole of the property, assets and undertaking of any
of the Borrowers pursuant to Clause 11.1 of the Debenture as amended
hereby OR (ii) an administration order has been made in relation to any
of the Borrowers pursuant to section 8 of the Insolvency Act 1986 (or
any statutory notification or re-enactment thereof from time to time in
force).
9. In the event of any inconsistency between the provisions hereof and the
provisions of the Facilities Agreement the latter shall prevail.
10. Subject to the provisions hereof the Debenture shall continue in full
force and effect.
11. This Deed shall be governed by and construed and interpreted in
accordance with English law.
12. Every provision contained in this Deed shall be severable and distinct
from every other such provision and if at any time any one or more of
such provisions is or becomes invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining such provisions
shall not in any way be affected thereby.
13. This Deed may be executed in any number of counterparts and all such
counterparts shall be deemed to constitute one and the same instrument.
IN WITNESS whereof the Chargor and the Agent have signed this Deed as a deed
with the intention that it be delivered the day and year first before written.
Signed as a Deed by )
HUNTINGDON LIFE SCIENCES LIMITED )
acting by two Directors or one )
Director and its secretary )
Signed as a Deed for and on behalf of )
NATIONAL WESTMINSTER BANK PLC )
